TIME FLIES
by Digital squid ink
Summary: 10 years after the events of season 2, Spider-Man faces his biggest challenge and greatest enemy.
1. chapter 1

"You think you can defeat me you tiny spider."

"Well I have the last 400 times so I'm guessing this time, things won't be any different."

"I'm taking it Spider-man and nothing you can do about."

"Ok, ok I have heard this speech 100 times before and it always ends the same way. With your ass webbed to some random post."

A massive explosion to the left could be heard and felt throughout the whole of Manhattan. The dust and smoke cloud could be seen above the relatively low buildings of the street. Spider-man took a sideways glance at the knowing grin on Octavius' face and time seemed to slow down as the human spider stared at the looming mushroom cloud, completely stunted. A very familiar buzzing went of in his head and he was brought back to his current predicament.

"What did you Doc?" As Spider Man jumps out of the way of one of Doc Ock's arms as the eight limb man answers in a very disturbing way "I have done something that needed to be done, something to distract you. So I can get away." There was a brief pause and Octavius almost looked remorseful. He said one more sentence after he jumped onto a nearby building."Their sacrifice will go down in history Spiderman."

Spiderman can hear the sirens going off, Spider-Man shoots his web at one of the news helicopter filming the fight. Shouting at the pilot to fly towards the smoke he looked back at the Dr and he was smiling.

The police had set up a perimeter.

"No one and I mean no one goes on that bridge" vulture exclaims to rhino over the radio.

"I know bird brain I not stupid"

"I'm rhino, I'm not stupid" vulture replied in a condescending tone.

"Spiderman is on his way delay him" Doc ock barked down the radio.

"Hey doc why can't we just kill him?"

"Because my dear electro we don't need to… not yet anyway" Doc oc replied in a violence laugh.

Spider-man could see it, the destruction, the death. Both the pilot and the cameraman were in shock from the sight of the burning bridge.

"oh...oh god, why...why would doc oc do this?" The pilots question had been rhetorical but spider-man answered it anyway.

"Because of me."Spider-man's response to the question made the cameraman turn and look at the wall crawler. After a few seconds the Cameraman spoke.

"He may have done this so he could get away but if you haven't had been here for the past 10 years, he would have done a lot worse by now." The cameramans words left him speechless. Manhattan loved him until something went wrong then they just blamed him but now, now he had someone stick up for him through the hard times as well. In Spider-man's silence the pilot turned to face him "His right Spidey, you have to know his right?" Spider-man was just about thank the two men for their support when the ever aging vulture intervened and sent his razor blades straight towards the unsuspecting helicopter pilot.

"Spider sense, that is just great" with barely enough time to react Spider-man reached up pulling the pilot out of harms way. With just millimeters between the pilot's head and and glinting blades, all of them just sighed in relief, just as bolt of poorly aimed electricity came flying past them nearly giving the cameraman a heart attack and forcing the pilot to swerve in between buildings to avoid the deadly bolts.

Meanwhile at the police perimeter Captain Stacy is begging for a miracle as the newly upgraded Shocker and the Rhino were decimating the the police. Many dead a twice as many injured. Even through all of this Jean DeWolff and Sam Carter are still locked in argument over whose fault this whole thing is, just as it looked like Sam was winning when the Rhino picked up and chucked a NYPD riot van at the squad car the three were in cover behind. Without even the van making a sound it was caught in a giant web with the words 'you're welcome DeWolff' inscribed within the web. With all the destruction and death Spider-man still managed to find a little bit of his sense of humor to annoy his 'biggest fan'. All three of them peeked over the top of the car for a look when the trio saw the web both Sam and the Captain snigered at the efforts of Spider-mans humor, DeWolff however was less amused and started rambling about what she would do if she ever got hold of the web slinger. Something involving a gun and a pair of handcuffs.

"So what would do to me again Jean? " The three of them jumped and turned suddenly, weapons pointing at Spider-man,the Captain lowered his weapon along with Sam Carter, It took a little longer and a glare from Sam and the Captain for DeWolff to do the same but she eventually did.

"Spider-man!"Dewolff shouted at him while glaring back and seeing the web that Spider-man had made also noticing that the national guard have shown up, pushing both Rhino and shocker back giving the three of them a much needed break

"Jean I told you you can call me Spidey we are friends after all and that thing about the cuffs, how do you know I wouldn't enjoy that." Jean blushed and Spider-man thanked all the gods for having a mask as they could not see his expression. However jean quickly regained her composure and went back to shouting at him.

"Friends! we are not friends. to be honest I don't know why I am not arresting you!" even though he knew it was stupid he was a little hurt at her reaction just to the word friend. So he shoved it to the back of his mind and carried on with the conversation.

"Oh man I guess I will just have give these to Sam. Probably for the best his arrest rate is a little lower than yours." The three officers of the law looked up and on the building directly to their left was an unconscious Electro and a barely audible Vulture screaming and cursing Spider-man. Attached to each other, dangling upside down and draped over vulture's head was a flag with the aviation societies logo on it.

Spider-man looked over the shoulder of the gobsmacked female detective and saw that the national guard had Shocker and Rhino under control for now enough time for him to turn around swing up to just below the Vulture and grab something that was suspended on it's own web from the old birds ear. As he grabbed it and pulled on it forgetting it was connected to Vultures ear he heard a high pitch scream. He laughed and as swung away back to where the officers were standing and handed the object to detective Jean Dewolff.

"What is this?" Jean was worried and curious even though she had an inkling to what it was, she asked anyway.

"I wanted to give it to you yesterday but I couldn't find you" it wasn't really an answer but it was enough to confirm Jean's and her colleagues suspicions."well I gotta go, things to do, places to be."

and without another word Spider-man was gone and swing towards the nearly collapsed bridge where Rhino and Shocker had engaged police and the national guard.

"You know he clearly likes you."

"Yeah...wait, what are you talking about Sam?"

"He got you a birthday card.. Spider-man got you a birthday card."Sam exclaimed attracting the attention the their captain who was deep in thought.

"Look Jean you and Sam have already been injured in….this" the captain gestured to the surrounding chaos with his arms giving them a helpless look while doing it."Take a seat and rest." Jean touch the cut on her forehead subconsciously and winced "I can't ask any more of you and I know if I say go home you won't listen so I am just going to ask you two to keep your heads down here and I will radio if I need you, and Jean, Sam is right by the way he clearly does like you." Before she could reply he had started running towards the national guard's commanding officer.

Jean turned to look at her partner currently rapping his tie round a guasch on his arm. She looked down at the red envelope that Spider-man had given her, she blushed a little at the thought of Spider-man liking her in that way but was cut off by Sam.

"Aren't you going to open it?" She looked at Sam, then the envelope sighed and slid down the squad car door to join him on the floor. Sighing again she opened it expecting to find a cheesy Spider-man birthday card or a generic card he had pick up as a joke but what she found was a clearly homemade card not a tacky glue and glitter homemade card but a card that looks like it had taken hours to make. The picture on the front was one that she recognized immediately it was the photo of her and Spider-man arguing with what clearly is a criminal that Spider-man has apprehended. What made it memorable and quite famous was the headline that the Bugle put with it 'lovers tiff'. Something was strange though this was not a newspaper clipping this was a digital copy of the full photo not the cropped version that the bugle published, it showed what they were actually arguing about, not the criminal, not how irresponsible he is or how he should leave crime fighting to the professionals, no they were fighting over the poster in the book shop window of the new series of books by Lee Child. He made a crack at the criminals expense using the poster and Lee Child's character Jack Reacher, an argument ensued about his best book and his worst book and the upcoming series that the poster was advertising. She thought it would be good he thought it would be a waste of a tree and that Lee was milking the series for money. The argument was really heated a little too heated for an argument about books, but at the time she didn't read into it. Now she was thinking about Spider-man in a totally different way, a way that shocked her but a knowing smile past her lips. At this point she was deep in thought and smiling profusely not realising a smirking Sam sitting next to her. An explosion behind them brought her out of the trance, together they stood up and moved around the car and the riot van still stuck in it's web, only to see a semi-conscious webbed up Shocker and a beaten, completely unconscious Rhino.

"How the hell did he do that?" Jean asked in utter amazement

"Ha someone finally coming round to him" Sam stated just before he noticed the makeshift bridge that Spider-man had made out of his web with civilians crawling over it to the structurally sound part of the bridge. They were crawling over the 'spider web bridge' by the hundreds men at the start helping children and the elderly get across with officers, firemen, paramedics, national guard and the unharmed civilians at the other end giving them medical treatment and helping families find one another.

All the civilians that they could see were across however Captain Stacy and the Major asked for some volunteers to go across the spider web bridge and on to the partially collapsed and unstable part of the bridge to look for any remaining injured, trapped or immobile civilians just as every officer, fireman and soldier put their hand up there was another massive explosion similar to the first one shook the entire bridge and collapsing the other side of the bridge leaving part of the bridge standing on just one support like a prong of a fork. Luckily the Spider web bridge was relatively intact making it the only way to get onto that part of the bridge. Over the top of the men, women and cars you could see a fight ensuing between Kraven, Mysterio and Spider-man without hesitation the female detective ran the 200 meters or so to Captain Stacy as he and few men from different services went across the Spider web bridge still undeterred to help anybody they could She and Sam managed to get on before the Major decided that was enough men.

Jean looked down, she was halfway across the Spider web bridge crawling like the other couple of dozen of men and women that had volunteered to go across. It was stable but swaying ever so slightly in the wind, it was quite far to the prong that they were heading to at least 100 meters and the chasm that the Spider web bridge spanned across was a clear drop the ice cold river, not that it was a cold day just in her experience the Hutson was always cold.She was a meter away from the end of the Spider web bridge when an outstretched male hand helped her up the ledge, she didn't look up at the man that had helped her and just assumed that was Sam that had helped her."Thanks Sam"

"Sam? if I look like Sam Mysterio's bats did a lot more damage than I thought." Jean looked slowly up from the hand first seeing blood gushing from a wound on the man's wrist moving her eyes up the man's arm and saw smaller cuts, dirt and halfway up a well defined bicep was the beginnings of ripped red and blue skin tight suit. She looked across the well defined and muscular chest to see a giant gash slicing the width of the man's upper body it was observably made by some sort of claws. Jean couldn't help but admire the man's body: fit, skinny but muscular. She finally looked up at the man who had helped her, his mask was still on but it had been ripped in several places not bigger enough tears to really reveal anything about the man other than the colour of his skin. Jean looked back down to the gash on his chest wondering how the hell the man was standing and not crying out in pain.

"See something you like?" Underneath his mask Spider-man smirked. Jean was snapped out of her thoughts at the question. Once again she looked up at the man's face and stood up fully so they were pretty much level him being a little taller, she blushed heavily as she thought about her response but the buffer between her brain and her mouth must have been faulty as her reply was unexpected."Maybe" Jean didn't mean to but she said it a seductive tone as well. Spider-man was speechless, again grateful of his mask that covered his stunned, blushing and smiling face. The response was also loud enough so the Captain and Sam overheard it, they both looked at her surprised at her answer.

"uh...uh I mean…" Jean tried to rectify the situation but couldn't think of anything to say.Captain Stacy looked over to Spider-man.

"His speechless, that is a first." Jean just stood there and looked at her superior and blushed so much that she was practically red. Sam was almost buckled over in laughter at the two speechless people standing in front of him.

To break the silence Captain Stacy spoke asked Spider-man a question."What is the situation Spider-man?"

"Umm…" this was his reply as Spider-man was just staring at the still blushing detective and was completely ignoring the Captain's question. Sam was getting a little annoyed at this point, it was funny at first but they were in a crisis situation, this was not the time to be having a 'moment'. The Captain must have been feeling the same, as the next sounds out of his mouth weren't a question or even a statement it was just a shout."

SPIDER-MAN!!!" it was so loud and sudden that Sam and the rest to the volunteers jumped. Sam also saw the national guard's commanding officer (the Major) turn his head to look at the bellowing Captain and he was on the other side of the chasm. Spider-man on the other hand just turned slowly to the Captain still keeping one eye on Jean as his head twisted.

"Yes Captain?" In the calmest and most collected voice that he could muster Captain Stacy tried to ask Spider-man again. .

"What is the situation?"

"Oh you know same old thing Kraven and Mysterio have set up some sort of perimeter around a school bus full of kids and a teacher."Spider-man looked down at his shoes and sighed, He looked up at the Captain and carried on. "I...I can't get to them… every time I go into rescue them kraven attacks. I properly could handle them on their own but they have learnt from their mistakes, Mysterio stays out of my web shooters range and just uses his robots and those bloody bats to back up Kraven" Spider-man looked down again the three knew that feeling all too well, it was that feeling of helplessness that know matter what you do there will always be casualties. Jean, again shocking everyone, pulled Spider-man into a hug and gently rubbed his back as she whispered "It's not your fault." into his ear. It took Spider-man a few seconds to get over the shock of what the female detective was doing but then embraced it. He was no stranger to a woman's touch, in the last 8 years Peter Parker has had a good few number of one night stands and casual just physical relationships with women, his life as Spider Man only allowed him this and he expected not have the emotional side of a relationship. This hug, however, though was different it was like when Liz hugged him back in high school, close, intimate and caring. He pulled back, not aggressively or harshly, but slowly and as her chin slipped off his shoulder, he looked into her eyes and nodded as if to say he was all right, she must have understood as she turned away to look at the Captain for orders.

"Alright then..." The Captain still sounded shocked at the show of affection from the detective."Our first priority is to get those kids." He looked at Spider-man."Would it help if you had a couple of men distracting Mysterio and covering you while you take down Kraven?"

"Give me 20 seconds with Kraven alone without any of those damn bats cutting my face to shit."

"Ok" The captain looked around to the 24 or so volunteers that came across and saw 2 national guard soldiers. "you two!" The soldiers looked around at the Captain who was waving them over to where the three police officers and Spider-man were standing.

"Yes sir?" The Captain turned his back to the group making the two soldiers share a look of confusion, he walked behind Spider-man still looking the other way after about a minute of silence and the two soldiers looking oddly at Spider-man and then at Jean and Sam who were being so casual around the super hero, finally the Captain turned around and started barking orders.

"Soldiers you're with me, Sam you too, we are going to give Spider-man cover from Mysterio."

The orders were said strongly but not loudly he was about to carry on when on to the Soldiers interrupted.

"Sir?" There was a pause as the two national guards looked at each other then back to the Captain." Who is Mysterio?" The question was said with a little bit of scepticism, however before the Captain could answer.

"Not from around here huh. Don't worry he is the guy with the big fish blow on his head, oh and if you get a chance call him bubbles he really hates that." Spider-man answered it in the simplest of ways and in his usual humor. The two soldiers had a sarcastic smile on their faces, their mouths twitched as if they were about to ask something else, Jean interjected though.

"He's not kidding. Well apart from the bubbles bit right?" As she said the last sentence she turned to look at Spider-man with a questioning face.

"No he really does not like being called bubbles." Spider-man voice was earnest and sincere, which made the two detectives snigger at the two soldier who again were looking at each other with a look of bewilderment on their faces. Before this could go any fervor the Captain jumped in and continued giving his orders.

"Jean you coordinate the search for civilians, Spider-man have you got any intel on civilians?"

"Yeah most are hiding behind an overturned coach, every time i tried to get to them Mysterio threatened to kill them"Spider-man looked down again as said this. "However there are a few hurt ones hiding behind the odd car but they were all trying to get behind the coach, I suggest searching anyway as some may not be able to move." Still looking down Spider-man felt a hand on his shoulder, it squeezed his shoulder gently he felt wave of comfort and reinsurance go over him.

"Ok...ok well hopefully Mysterio will be too busy with us to care about the civilians.Anything else?" The Captain looked amongst the group when Spider-man spoke up.

"OH yeah.Traps."

"Traps?"Sam questioned with a worried look on his face.

"Yes Sam traps. Don't worry though they are pretty obvious to spot, White discs around the size of um..." Spider-man looked around for something to use as a model."My hand."

"Ok so lets go. Spider-man give us sometime to get into position. we will attack on your signal." Spider-man nodded as the four slowly moved around the piled up cars and parts and debris from the bridge. When they were out of sight he turned to Jean.

"How long should I give them?" She thought about the question.

"2 maybe 3 minutes. I have a question for you." It was a statement not a request and Spider-man knew this.

"Ok shoot.But if it is what is my real name, I won't answer." She let out a slight giggle and immediately regretted it she was not in high school any more why was she giggling. She looked away as her cheeks went red from embarrassment, then realized that she still hadn't asked her question. She turned to look at him putting on a serious face and a calm voice not that of a schoolgirl with a crush, in which she probably have talked to him in, if she didn't think about it.

"Why haven't they attacked?" Spider-man stood there with a blank face that was not the question that he was expecting.

"What?" He said it like he was slightly confused but the question and she gave him an odd look.

"Kraven and Mysterio. Why haven't they attacked?" She was still looking at him weirdly.

"Oh…" Spider-man looked deflated, hard to tell with the mask. "They probably don't want to risk taking on all of you guys and me at the same time, probably just decided to dig in their defences more. I can handle it and so can Sam and Captain Stacy. So don't worry." She thought about ripping him a new one for saying that last bit, she wasn't worried, and she most certainly was not another damsel in distress for him to rescue. However, something about the way he said it, it seemed caring more than condescending, so she decided to let it go and just nod, her mind going back to why he sounded almost disheartened by her question, she didn't think about and by the time she did it had already came out

"What did you think I was going to say?" This was the third time today that Spider-man was grateful that he had a mask on, If he didn't she would have seen his face, he would have no time to come up with a response but fortunately he did and it gave him a few extra precious seconds to come up with one.

"If I survive this and you still want to know, I promise I will tell you." Truth be told he wasn't sure that he would, he kept feeling like he had overlooked something but couldn't put a finger on it. He didn't voice his concerns to the detective. She on the other hand was focusing on the reply that Spider-man had given her.What did he mean by 'if I survive' he is the one who told her not to worry that he could handle it. What the hell did he mean by if he survived! Her thoughts were growing angry and another feeling that she couldn't quite place, it was like a mixture of fear, worry, hatred and one other feeling she hadn't felt for someone since high school. Love no it couldn't be she had despised the man less than an hour ago, before that stupid card. Oh shit she had dropped the card in the window of the riot van when she run to the Spider-web bridge. She didn't know why she cared so much about that card but the first thing she would do after this whole 'thing' is get that card. Spider-man looked at her he couldn't help but stare into her deep brown eyes. He kept staring until he heard Captain Stacy's voice over the radio it snapped him out if his daydream, MJ was right he did get distracted, very easily. She looked stubley up and down the hero that stood in front of her. She was scared but not of him, for him. That scared her more, she wanted to tell him not to go, to not do it, to stay here, with her were it was safe(well relatively anyway). She jumped at her radio going of it was Captain Stacy telling them that he, Sam and the two men were ready. Spider-man didn't even say good bye he just ran to the side of the the bridge and started crawling up the outside of one of the cables properly to hide himself from the two super villains. "Come back, please" it was a whisper not loud enough for anybody to hear but it gave her comfort saying it. Quickly she started barking orders at the 21 or so men and women had come anizing them into teams of 3 and to start searching as soon as they hear gunfire. The detective also ordered for one of the soldiers to radio and inform the Major of the situation and the plan, manly so he didn't panic when he heard gunshots and also to be ready to accept wounded .

Spider-man climbed to the top of the structure, peeked over the edge just enough to see. He saw the 2 soldiers laying on top of a green and white van that's side faced the villains, there was what looked like to be some sort of billboard attached to the side, hiding them from the sight of Kraven and Mysterio. Captain Stacy and Sam were crouched down behind overturned SUV. He then looked over to where Jean was she was pointing and talking into to a radio in her hand, looking around Spider-man saw what must have been 7 groups containing 3 people moving and waiting to move further onto the bridge.

It was now or never, Spider-man leaped over the railing and started to drop, aiming for the unsuspecting Kraven. He got about 5ft away from Kraven's head before Mysterio shouted warning Kraven of his impending head injury. At that point the the two Soldiers started to fire at Mysterio, his suit, costume thing of course was bulletproof but each shot, each impact pushed him back and back and back until he brought his arms up in front of his face. Well bowl. Bats those goddamn bats went towards the offending gun fire but Spider-man's instinct to help the two soldiers was cut out by another set of gun shots, the bats may have been a nuisance to him, but for two trained soldiers and two of New York's finest they were no trouble each only taking one shot to blow up. By this time kraven had gotten up. About 10 seconds had passed since the soldier had en gaged Mysterio and Spider-man was determined to capture Kraven in the 20 seconds he said it would take. So he wasted no time and launched his fist towards the genetically altered man, connecting with his jaw, hearing it crack and Kraven drop to his knees. He shot his web shooters at him warping him up, leaving his head uncovered. Kraven looked at what he thought was the real Spider-man, seeing double because of the power of Spider-man's hit. Kraven could have sworn he saw the arachnid smile before all went black. Spider-man had roundhouse kicked him in the side of the face and if his jaw wasn't broken it sure as hell was now. His unconscious body almost flopped off the the roof of the car that Spider-man and he were standing upon and hit the ground like a ton of bricks. 17 seconds he thought to himself, he was momentarily distracted and Mysterio thought that he might creep up on him using the cloaking function that his suit was able to utilize. However Spider-man's Spider sense had different ideas. Both soldiers looked to each other as Mysterio disappeared but their eyes were immediately drawn to the Spider as he punched the weird loin looking man. They both winced at the kick almost feeling the shock wave from where they were, one of the soldier turned round to the other one and said.

"18 seconds." The other soldier looked at him confused.

"What are you talking about." The first soldier sighed.

"It took him 18 seconds to take down Kraven."

"Wow he really did it in under 20 seconds?"

"Yep."

"Can you two see what he is doing ?" The Captain asked over the radio.

"I have know idea sir, are we sure this guy is sane?" The soldier question made Sam laugh and the Captain smacked him over the head, hard but not to hard.

"oww, that hurt." Sam winced at his Captain. The Captain shook his head that the detective the was supposedly one of his best men then answered the soldiers question.

"Yes we are sure he is sane. What exactly is he doing?"

"His jumping around, you know like flipping and punching the air."

"Oh okay we might have to revisit that 'sane' question."The Captain's voice had a little bit of a joking tone but not much of one.

"His fighting Mysterio."

"Jean can you see them?" Sam asked through his radio to join in on the conversation.

"No it is just I heard you guys talking about misterio disappearing then I put 2 and 2 together." She said it in the least condescending tone that she could but c'mon that's just stupid.

"I think I liked it better when they hated each other." Sam said to the Captain who just smiled.

"Hey idiot you are still pressing the talk button." At this point the Captain sniggered and smiled again at the detective. Thinking to himself "one of his best."

"How can he see him and we can't" The soldier question was valid and caused all of them to think.

"Detective Jean is it?" the second soldier asked now joining in on the radio conversation.

"Yeah kinda busy here." She said it while carrying a child in each arm meeting two new paramedics back at the edge of the chasm and the start of the spider-web bridge and handing the two toddlers two them. The Major seemed to have organized some sort of chain. Paramedics first to do a quick check overs then across the makeshift bridge with policemen and firemen stationed regularly across it to help if needed, then a lot more paramedics at the other end.

"Well I thought you might know." She thought about the question not really comprehending it as she was busy waving 2 fireman off the Spider-web bridge to help her take a unconscious women with 2 broken legs across the bridge. When she handed the unconscious women to the fireman she thought about how much death there was and how many people would want Spider-man's head on a platter, she for once, not one of them. She was grateful to see that the severely injured and the children had gone across and just a few stubborn men and women remained refusing to go across until the they had helped the worst go across first. Jean thought back to her first year on the force she was only a beat cop, had been doing the job for 3 months before spider-man showed up. She had joined the police right after… after the memory brought back images and feelings that she had buried long ago. So she jumped back onto her original chain of thought. 18 that is how old she was when she had finished the academy, fast tracked through it and she was the youngest cop in new york. She was brought back out of her reminiscing when she realized what the question that the soldier had asked ment.

"Why would you think I'd know." She tried to say it in a calm tone and was going to wait to kill the soldier later.

"Aren't you two toge..." the soldier stopped as it dawned on him what he was saying."Close." he quickly and almost shouted down the radio trying to draw attention from the word he had nearly used.

"No… god no we are not close, I can't stand the man." she felt her stomach twist when she said it. It wasn't a lie, they were not 'close', however that doesn't mean she didn't want to be.

"Oh Jean that hurts and just as I thought we were getting along." His childish tone coming through the radio she couldn't help but smile. God help her, but she couldn't help it the way he made her feel like a teenager again it was, different she usually went on dates with doctors or lawyers that took everything seriously she guessed it was nice to talk to someone who could crack a joke in the most devastating circumstances.

"Spider-man how did you get a radio?" Sam asked a question that all of them were wondering.

"Guys it is called an earwig catch up with technology."

"How did you get on this channel?" Captain Stacy asked slightly annoyed. Spider-man was easily dodging the attacks of a cloaked Mysterio, still not able to see him his spider sense did all the work as he talked

"Well Captain that is rather complicated…."Spider-man's answer was cut out by a loud shout.

"How are you seeing me you stupid bug." Mysterio was sounding like a lunatic his voice almost cracking that the end.

"Bubbles... Bubbles Bubbles you really are stupid aren't you. I'm a arachnid." Spider-man retorted at the raving lunatic. Jean just smiled at the nick name of the super villain.

"AAAHHH AAAHHH SPIDER-MAN I HATE THAT NAME!!!!" Mysterio now really sounding like he belonged in an institution screamed at Spider-man several times just the phrase "I HATE THAT NAME."

"See Jean I told he hate being called bubbles. Wow… That was close." just as he said and dodged a blow as something else hit Spider-man hard extremely hard and sent him flying towards the two soldiers.

"Spider-man." Jean said worriedly down the radio "Spider-man!" She said it louder this time still no reply she was just about to shout his name into the microphone when she heard his voice and she felt her leg go week, she was relieved, scared. Is what it felt like to see someone you care about risk their lives for other people, oh god she hated the feeling and hoped that if she ever did wake up tomorrow the feelings will be gone and she will never have to feel that helpless again.

"Jean you know calling my name like that kinda makes me think that…" He was cut off again this time she could hear a choking sound over the radio and this time she really did shout his name, attracting the attention of the rest of the soldiers waiting for the civilians to go across before they did, as the last thing they wanted is for the Spider-web bridge to give into the weight.

"Hey Bubbles" The now visible Mysterio looked up to the soldier standing in the top of the van that he had thrown Spider-man into and was now pinning him and straggling him against.

"AAAHHH" Mysterio cried as heard that nickname once again.

"Uh"cough-cough "it is catching on." Spider-man said while still being strangled. The soldier smirked at Spider-man's quip and smashed the butt of his rifle down on the the mans fishbowl of a head not breaking it but causing him to stumble backwards, he let go of a still somehow breathing Spider-man who backflipped and kicked him landing in his signature crouched position it sent Mysterio back into a car though. Both soldiers opened fire on the the guy with a purple cape putting at least a 30 round magazine each into the man plus a few pistol rounds from Sam and the Captain. Mysterio fell to his knees as Spider-man walked over to him, brought his fist up and smashed it down the man's fish bowl shaped helmet braking it and showing a now unconscious black hired man.

Jean left the side of the chasm looking over the Spider-web bridge, she was overseeing the safe rescue of the trapped people but as soon as the last soldier went across she ran in the direction if the gun fire. She arrived around the side of the van just as Spider-man was walking over to a weak and disabled Mysterio, Jean looked back at the van the dent that Spider-man had made an and it would have killed an ordinary man. Her head shot back to Spider-man when she heard a smashing sound. She watched as Mysterio's helmet broke into a thousand pieces, Jean, the two soldiers, Sam and the Captain were stunned by the show of power of the arachnid. He turned and let the unconscious Mysterio fall to the ground, he silently walked over to the two soldiers who were currently getting down from the van and started to speak to them Jean couldn't quite make out what he was saying but she was sure it was a thank you. Sam and the Captain were jogging over to the School bus, it was still sealed shut with some sought of hydraulic clap and from what the Captain and Sam could see the Sinister 7 had really wanted theses kids in there and for them to stay there. Sam tried pulling the doors but the clamp did not budge. They both looked back to see Jean jogging over, Spider-man and the two soldier were also jogging but were still talking to one another. When Spider-man got to the bus door he saw how heavily sealed it was it was and the three cops were talking discussing something about a hydraulic jack. He sighed and put his hands on either door and pushed. He could hear and see one of the hydraulic clamps arms crack he pushed harder and through the window could see two boys about ten years old do the same. He then felt a hand rest on his. He followed the arm up to a face, a face that make him simile deeply, he turned back and with some extra strength where he got it he had no idea but he had it and in one swift push the door bent and flew open causing the kids to look at the broken robotic arms on the floor. Spider-man and Jean looked at them Jean a little more closely mostly wondering how they they had gotten there. She shook her head that wasn't the priority right now the children were, she quickly and calmly ushered them off the bus and lead them in a line towards the spider-web bridge. Two questions were floating around Detective DeWolff's head the first one being how was going to get 25 terrified kid so scared that the younger ones were already huddling around the teacher, who was barely holding up her self? The other was where was Spidey?

As the group turned the corner and by corner I mean overturned van she got her answer. To both questions. She smiled as she saw him standing there in a gymnist finishing pose. She looked past him to the Spider-web bridge, what was once a netting now had no holes, the once open sides now had a barrier of netted webbing and there was no visible swaying, attached to the the netted barriers were lengths of webbing connecting to the real bridge. The kids could see the paramedics waving them over and with their teacher leading they all crossed all bar one a girl, no older than 5 was standing at the edge of the Spider-web bridge looking worriedly at it. Spider-man looked at her and walked over and once the rest of the kids were across and accounted for he walked casually on to the Spider-web bridge while taking out his unsurprisingly spent web cartridges and replacing them. Then he started jumping up and down on the bridge of his own creation until the little girl smiled and ran across the whole thing not at a fast pace but still she was smiling. Jean smiled to at the sight of Spider-man, a man who just defeated a half a dozen of super villains and rescued easily over 100 people from imminent death, goofily jump up and down on a bridge just to make a scared little girl simile and have enough courage to cross it.

Walking back to where Jean and the other two policemen were standing, he watched her smile making him smile underneath his mask.

"What?" Spider-man asked as if nothing happened. Jean sniggered shaking her head and replied.

"Nothing…" sniggering at the image once again "Absolutely nothing." She couldn't help it but she had the biggest smile on her face. The two others were just giggling like kids. Spider-man sighed and spoke up feeling the need to defend himself.

"I was trying to show to her that it was safe…" When the so called mature policemen still didn't stop laughing he carried on defending himself. "If it made her smile…" He looked around again and realised there wasn't anything that he could do to stop them so he decided to change the subject. "so where the cat and mouse duo gone to?" He asked hoping to get them off this subject and far far away from it.

The Captains laughter was the first to stop.

"Who?" His face was filled with confusion and curiosity, the other two turned at the sound of the Captain speaking. Spider-man thanking his lucky stars that had worked, all he was trying to do was get the little girl to safety, he had to admit though it properly was quite a funny sight.

"The Soldiers, their names are Tom and Jerry." He said it as if it was the the most obvious connection in the world. Jean tried to think of the names, she had heard them before but couldn't get the connection. Jean was about to ask Spider-man about the link when the two in question walked round the corner.

"Hey guys a little help here" Jerry the smaller one and frankly the smarter one asked with an over exaggerated look of exhaustion. Both him and Tom were dragging a car bonnet with some metal cable with two very unconscious bad guys laid down on top.

"Fish blow and Scar here are very heavy." Jerry added, Jean smirked getting the Lion King Reference. She and Sam walked over to help drag the bonnet while The Captain was now getting orders or something over the radio.

"Need a hand?" Sam asked with a cheesy grin on his face.

"Please"Tom voice was quite over the sound of him breathing but it was calm. All four started to drag the car bonnet to the Spider-web bridge.

"What's up?" Jerry asked at Jean in a suspicious tone.

"Nothing why ?" Jerry frowned at the reply. Jean was knocked out of her thoughts by the smaller of the two soldiers and had to reply and just went for what in a innocent tone.Jerry then tried to justify his question.

"You were looking at me weirdly like you were trying to figure something out." His tone was questioning and she didn't seem the harm in asking him what was on her mind.

"Why did Spider-man refer to you two…" She pointed at Tom who was listening in on conversation."As the cat and mouse duo?" For some reason it really bugged her not knowing what he meant she just guessed it was the investigator in her.

"Ummm…no idea to be honest." She just nodded figuring that she would just ask Spider-man to explain it.

"Tom and Jerry are cat and mouse from a cartoon that that has been running since the time of black and white, it is a classic I still watch it when I am channel flicking." Out of nowhere Sam answered the question. She nodded at him making a mental to maybe watch a episode. It was not heavy with the four of them dragging it, she thought it was actually quite a good idea of the two soldiers.

"What do you think those two were talking about?" Sam question was a valid one, they past Spider-man and the Captain talking about a minute ago and as they were now securing Mysterio with handcuffs and waiting to take them across the now very safe Spider-web bridge. She looked up at Spider-man and saw him fire a web and swing away, she hate the fact that her mind jumped to the realization that he didn't say goodbye.

"Jean, Sam why haven't you gone across yet?"

"Sorry Cap but the Major wants us to wait until the next Prisoner transport gets here. Something about them waking up in the middle of a bunch of civilians. I mean seriously did you see how hard Spider-man hit them, it was like watching a meteor hitting a house made of paper! " The Captain frowned at the male detective and then looked at the female member of his team.

"Jean are you alright?"

"Uh, yeah just I think that today is catching up on me." She looked down at the two criminals turned mass murderers. She thought about how many people they had managed to save, thanks to Spider-man of course she really did have him wrong. However, a lot of people still died.


	2. chapter 2

half dead from exhaustion Spider-man carelessly swung through the open balcony doors to his and his roommates apartment. Landing on the couch with a sigh he took his mask off and throw it on the overpriced coffee table knocking over a empty red plastic cup in the process.

"Hey I thought you said you would clean up this time!" He shouted at the top of his voice knowing his roommate was in the next room training.

"PP is that you!" A voice shouted back

"yeah who else would it be?" Peter asked as he heard the man stop on whatever machine he was training on and could hear him walking into the room.

"I do not know man, I can't even remember who was here last night" The man was now standing In front of him looking down at his back as Peter's head was buried in the couch.

"Yeah" turning over slowly and looked at the man, the only person on this side of the Atlantic he trusted with his secret

"That was some party."

"Oh Crap Peter you look like shit."

"Thanks man, that's real nice."

"You know what I mean and I did clear up" Peter pulled himself to his his feet with the help of his roommate and looked around the modern and large apartment and saw it was actually clean.

"So you did."

"Hey peter you gonna be alright?" His friend asked in a serious and honest way.

"Of course Flash I'm going to fine, you've seen me worse than this buddy."

"I know just worried about you man."

"I have to change before i go into work." Peter said changing the subject.

He and Flash have been roommates and best friends for around 5 years going on 6 after Flash was cut from the New-york Giants for substance abuse. His fall from the top was already legend and so is his comeback 18 months later.

2 years after high school Peter had just decided to leave ESU and focus on his Photography and Spider-man, After Aunt May left to travel the world with her doctor friend Peter was kinda down although being 20 Peter still loved his Aunt and was sad to see her leave. Flash meanwhile was struggling to keep up appearances with his drug problem, the pressure of always having to perform had gotten to him. He had a mental break down at a public park while the whole world watched, as it was during a interview for tv. The Giants scrapped him and no other major team that was worth anything would touch him with a ten foot pole, barge or otherwise, that was the last straw he went to the one place he felt on top, the one place he felt like a winner. Midtown high. It was late no one was around he walked through the empty corridors and in his drugged up and emotional state climbed up the stairs towards the roof. Standing on the edge brought back a feeling of being alive that he thought that he had lost a long time ago. He kept thinking to himself that it was simple one step forward and it is over the numbness the loneliness, over. All of his friends abandoned him, Flash still had money a lot of it but that didn't matter in his old world it was all about reputation and who you knew not how big your bank account was it was inconsequential when everyone in that world had accounts twice the size of his own. Throughout the year that he played for the giants he got a massive signing bonus and a years playing salary. His money also comes from the advertising that he did as well, plus sponsorships and appearances, it all added up, but money was nothing if you had no one to spend it on.

Peter was feeling down, and beating up bad guys wasn't helping. Liz had left 2 years ago to the day and it was bring up old memories, he kept seeing her everywhere. Instead of trying to bury the feelings like he had been doing for most of the day, a strategy that clearly was not working. So he decided that he would go to the place where he had the most memories of her, the good and, the bad. He was swing from ESU just finished his catch up lesson. He was close and was surprised to see a figure on the the roof of Midtown high. He swung up over him and landed behind him..

"I won't do that if I were you." Flash jumped at the unfamiliar voice behind him, almost falling of the edge and if the pain pills or the coke he taken before doing this were stronger he probably would have fallen. The once great quarterback span round with his fist clenched angry that someone thought it would funny to try and scare him to death, literary. He stopped and stared for a while looking at the hero that he looked up to.

"S…S...Spider-man."

"That is my name." Spider-man tried to get the shock out of his voice of who it was, it had been a 2 years since they last saw each other at Liz's going away party. Peter knew about his problems and downfall, but Flash contemplating taking his own life that was definitely was left field. well that was at least what he thought he was doing anyway.

"You're a hero why waste time with me?" The 'Flash's' question silenced Peter, Flash Thompson not wanting to be the centre of attention that was unheard of.

"To be honest I come here to think sometimes, it was just coincidence that you were there too." Flash felt deflated that the spiders response but knew that it was the truth, that was more than he is use to hearing so he let it go. Then it dawned on him why here?

"You come here to think, why?" Shit….shit that is what was going through peter's head he couldn't tell Flash the truth or anywhere near to it, Flash wasn't smart but even being vague it was too much information to give to a person who knows Peter Parker, but he needed to say something anything to explain why he said what he said.

"Peter Parker said he came up here to clear his head, I decided to try it." Peter said the first thing that came into his head.

"Puny Parker?"Flash asked with a questioning tone. Peter saw his way in, a in to help Flash get back on his feet or at least point him in the right direction.

"Oh….Flash Thompson right?"

"Yeah"

"Peter told me about you." Flash sighed he knew this wasn't going to be good. He didn't know why he turned on peter but at the time it seemed like a good idea give up one friend for a easy high school life, maybe if he had more friends like Peter he wouldn't be up here about to end his life.

"He did?"His voice went weaker and as it was already weak from the drugs and alcohol it was virtually impossible to hear even from 2 meters away.

"Yeah, he said you were: Egotistical, vain, selfish, narcissistic, arrogant and worst of all oblivious to what was going on around you" The Flash stood there with his head hung low and actually a little bit ashamed. He heard Spider-man take a deep breath in to fill his lungs up with enough air to carry on. Great there's more.

"However he also said that you and him were friends once and he believed that you had the potential to do good and be great."

"Peter Parker said that about Me?, the guy that gave him wedgies every day for entire 2 years?"

"Yeah he did." Peter wasn't lying to Flash he knew that he could do great things if he put his mind to it and he really did think that The Flash could change. They both could hear sirens go off in the background Flash looked at the distracted spider.

"Go I will be fine." Flash's statement had truth in it but mostly doubt and yielding. At that point Peter decided that Flash should probably get off the roof and to ground level. he hopped off the wall grabbed the flash and swung down to floor.

"Do me a favor and prove Peter right, fix your life." And with that he left and swung away towards the now louder sirens.

Two days later Peter a had dropped out of ESU and got a full time contract at the daily bugle. Peter had a week off from doing any sort of work, he mostly used it to chase a lead on a couple of bad guys and get some photos in the process so he had a 'juicy story' to suggest to J.Jonah Jameson when he went in next week. Aunt May had taken the news of his revised plan of employment quite well. The new job gave him enough money to keep the house that he grew up in and a promising future even if it was not the one Uncle Ben and Aunt May had originally devised or imagined for him. She was still happy for him and assured him that both his parents and Ben would be proud of him.

After the skype session with Aunt May he felt even more confident about his decision to leave ESU. The main reason he did leave his scholarship at ESU was because then he would have a plausible reason to be roaming around alleys at night and constantly asking questions as a reporter/photographer no one would look twice at him. However other reason was because his love of science had become a chore with constant papers that needed writing and lecturers that made even the most interesting of topics sould like a recording of a paint drying. In classes the thing he looked forward to was either going out as Spider-man or going to see MJ at one of her plays.

Peter didn't have many friends, that was sort of an occupational hazard when you kept as many secrets as he did. MJ was really the only person in his contact list that didn't have something to do with the Bugle or his studies, Peter really didn't mind that much he had soultry existence before and he could have it again he felt lonely at times but that went as soon as he put on the mask and suit forgetting about the troubles of Peter Parker and focusing on the problems of the rest of New York. It may sound like a burden but after awhile it becomes quite cathartic to be able to gain insight to other people's lives and experiences and using your own to help them and viserversa.

It was early saturday evening and the criminals of New York would be up and about soonish. Taking off his shirt revealing the top half of his costume and just about to remove his trousers when his doorbell went. Looking up from his belt buckle he sighed did it back up and put his shirt back on while walking towards the door.

When he opened the door not bothering to look and see who it was first he was a little stunned to see who it was. Flash 'Eugene' Thompson was the last person he expected to see on his doorstep. Then he remembered the conversation with with him him almost 48 hours prior but it had been Spider-man to tell him to get his life together but he didn't know that they one in the same. Right? Peter started to panic he tried to reassure himself that Flash couldn't have put the pieces together that he was the mask vigilante.

"Puny Parker, it's been awhile…...excuseme" Flash stopped talking, it was more of a slur of words than a coherent sentence, he turned his head to the side and brought up what looked like a week's worth of food, drink and other crap that was in his system. Peter felt relieved at first there was no way that this guy who was currently ruining his aunt's roses had figured out his secret.

"Nice to see you too Flash" Peter said with smirk.

His head ached and his stomach felt like a freight train was currently using it as tracks. He really didn't want to open his eyes most because of the pain he knew he would be inflicting on himself when he did. It wasn't unusual for him to wake up feeling like crap but this was bad even for him. His mind, apart for the pain of course felt clearer than it has in a while, as a result of this he could tell that this not his bed, he could feel the end of it with his feet and as his was a california king sized bed this was not his. Many times in the past two years he had woken up in an alien place but this was the first time that his mind was able to process the danger that came from the predicament that he was in and the predicaments that he put himself in over the years. At the thought of danger he opened his eyes much to the disdain of his aching head. With protest from nearly all of his body he tried to sit up, as he moved his right arm he felt something tug on it, looking to his right hand and seeing a needle protruding from it with a tube attached made his eyes widen and sit up straight almost immediately with the fear.

Once he had gotten over the shock he looked around the room in way that would impress most meerkats. After about 10 seconds of franticly looking around he realized that this was not infact the hospital room in which he first thought it was. He let out a sigh of relief only to begin panicking again if this wasn't a hospital room, where the hell was he?

Walking up the stairs towards the guest room Peter sighed he had to be at work in an hour and even web sling it was not going to be easy getting to the bugle on time. It was his third eficial day there as a full time photographer and reporter even if most of the staff knew him well and it really hadn't been much of transition (apart of the writing thing that he was still getting use to) it was still quite stressful. It became especially awkward when the lower level reporters that were older and had technically been a reporter and working there longer than him got jealous and quite spiteful when he came in on his first day with a proposed story and some pictures to back it up. Robbie who had treated him as nothing less.than a son for the 4 years he had known him, gave him the assignment and told he wanted it in four days time. He managed to write it all in that day but hadn't handed it to Robbie as he had all he said he had were a few pictures and a theory. However the truth was that Peter or more rightly Spider-man had been following this specific gang for a while and just needed a way to take down the organization without having one of the underlings take over when he beat the living daylights out of the leader.This seemed like good idea, a major story in the most read paper, blog and most watched news network in the city to make sure the police are aware of it also it might scare the gang into hiding stopping the deadly activities as a group and go back to being unorganized criminals which are much easier to take down.

Flash almost jumped out of skin when he heard the door handle rattle. He looked at it in fear as he did not recognize the room that he was in and had not had the strength to go over to the window. The door slowly creaked open in all fairness it properly didn't but Flah knew he still had some psycho fans out there and didn't want to think of what the stuff that had been in the now empty IV bag. At the last second before the door revealed more than a hand and leg a phone rang and the door shut again.

The phone was both a blessing and curse for Peter, it was Robbie telling him he had to meet JJ at a press conference at 11 tonight and didn't have to come into work but that did mean Spider-man would be making a late appearance tonight. Not being able to do much about the latter he carried on with his previous task.

The door opened again just as slowly as the last however no phone call came and it opened all the way.

"Wow you are up"

"Peter?"

"Yup" Peter replied finding it quite amusing that Flash was just sitting there with his mouth agape staring at him. He moved swiftly across the room with the IV bag that he had in hand trying to get it set up and working quickly without a million questions as to what is in it. He would be happy to answer those questions later just right now flash really needed what was in this. Somehow in Flashes state Peter managed to make all the way to the bedpost that was holding up the now empty old IV bag, changing it over went smoothly after doing it every day for the past week and quite often as an injured Spider-man that just needed some fluids.

"Peter what are you doing?"

"Keeping you alive."

"What are you talking about?" Flash's voice was probably as weak as it has ever been he only just managed to croak out the last question.

"You don't remember what happened do you?" Peter's question was a simple one but from the lost look on Flash's face you would have thought Peter had asked him to explain string theory. Flash didn't saying anything after that shook his head. His mind had concluded that peter wasn't a danger but his memories were all jumbled up and not making any sense particularly because they were mostly hazed and incomprehensible. At the lack of a spoken response from Flash Peter decided it was best that the two of them talked.

"I'll go and get you a water and then I will do my best to fill in the blanks." He took the silence as his opportunity to leave and without another word he left Flash in the room.

"Dude, where'd you go just now?"

"...Huh?" Peter was brought out of his reminiscing by the sound of Flashes voice and the feel of the couch depressing next to him.

"You sat up to go and get changed and then just stopped" Flash stated this with an amused smile as it was well known that Peter became very easily distracted.

"Just think back to what brought us here, you know 5 years and what 9 months? When you passed out on my doorstep." A fall fledged cocky grin spread across his face as he said that, telling Flash that he was ok.

"You seriously never going to let me live that down are you?"

"Probably not" Peter smirked and got up to take a shower.

"Good afternoon Derek." Peter greeted the guard as he walked into the familiar office building strode into the same elevator, getting a nod of a reply from the security guard as the elevator doors closed. The door opened to show the top floor of the Multimedia news building finding it funny that in the eleven years that he has been employed in some way or another at this place he had never once stepped out of those doors and not heard Jameson shouting some arbitrary timings.

"Hi Robbie what up?" Peter questioned his mentor as the worried look on his face. Robbie turned somewhat in disbelief to look for the person who belonged to the voice.

"Peter!" He practically shouted this making the entire office go silent and the worried face that had just moments ago plagued office changed into those of relief, announce, anger and a few of disdain (there were a few in the office that still didn't like him).

"um…. what's wrong guys?" This time he directed his question at the entire office not just Robbie. You could see JJ's jaw losing as he was about to talk but before he could even get a syllable off and woman's voice that was filled with anger broke through the silent clad room.

"What's up!" It was really more of a shout "I tell you what is up Peter. Ben. Parker!" The women had now angrily strode up towards Peter and was now in his face emphasizing his name as though it were a target to be obliterated. Peter was on the spot and off guard with the entire office looking at him, so he did what he usually did when on the defensive he made a joke.

"I swear I Didn't eat your lunch." it wasn't even a good quip but it was the first thing that popped into his head. When she just continued to glare at him he carried on digging his own grave not able to stop himself. "Ok ok I did but I was really really hungry." His did his best puppy dog eyes and saw her resolve flicker that that but the cold glare came back almost as quickly as it disappeared.

"You know what why should we care? We have all been sitting up here driving ourselves crazy worrying about you. But if all you're going to do is make jokes and pretended that you didn't almost die this morning. I am just not going to care anymore!" Her rant ended and she turned around and disappeared back into their office.

Peter looked around the office at the faces that he saw on a regular bases all but a couple showed relief he took a second and looked up at the tall man, last father figure he had left in the world. His eyes were still showing some off the worry that had earlier taken over his emotions, but mostly the displayed a mixture of happiness, anger, relief and a tiny bit of laughter.

"Don't look at me Kid, she's your sister" Robbie ended his sentence with a chuckle and most office followed suit continuing the running joke that had been going around the office for about 4 years. Peter sighed at that apparently some jokes just don't get old.

"What in the name is everyone doing!!!" Jameson bellowed it from the centre of the floor getting the new interns and most of the other employes to stand straight in shock and fear looking at the Man. No one moved or did anything this seemed to agitate the man more.

"Work work work." The man made shooing gestures with his arms causing the office to jump start back into life also making a few new people bump into things and one another. In Peter's opinion it was quite funny. As the office was going back to normal Peter thought he best actually get some work done. He navigated the herd of bustling reporters: interns, photographers, secretaries, marketing directors and any other people that had job descriptions that somehow belonged in a in a multi-media news group's head office. He made it to the door to his office, he took a deep breath then pulled the door open stepped inside and shut it behind quickly.

"I'm sorry" He blurted out his apology quickly hoping to somehow lessen the proverbial thrashing he is about to get. The look on her face didn't do much to convince him that his plan is having an effect, but he carried on keeping his voice as honest as what he was saying. "I sorry that I didn't call or even text, I sorry that I made you worry and think that something had happened and I am truly sorry that I put you through that." He really emphasized the last bit of his apology as it was really what he was sorry for.

She looked up at him his words sounded so sincere and she new he meant them, but it didn't stop her from being mad at him. He is all she had left. She felt the overwhelming feeling to burst into tears that she had been pushing down come when she thought about what if he didn't walk in at that moment or even at all. That was all it took to push herself up and out of her chair to engulf him in a hug and to silently sob into his shoulder.

After she had finished she released him and smiled. She couldn't help it. Sometimes she was just amazed at how quickly he had growen up, how much he had changed from the awkward teenage boy, that once asked her to the dance into the young man that stood before her. The smile widened as she remembered conversation she had with his Aunt May when The Rhino attacked. It was probably one of the awkwardest moments she could remember which considering it was one of her favorites was a little weird. Her smile slipped of her face and fell sulome again.

"You're all I have left." She said it as a way of an explanation as to why she was acting the way she was. Slowly she walked around the conjoined desks and sat back down

Peter looked down at her he could see the fear in her eyes and the pain he had caused by not calling, he felt like an ass hole. As how hard is it really just to pick up the phone to tell her that he is alright? He sighed again and sat down at his desk opposite hers.

"You're all I have felt too." She looked up at him over the two monitors and sincerely smiled for the seconded time that day.

4 years 3 months ago.

Peter sat alone in his room. He felt alone more so than ever, he had lost so much: every father figure he had including his biological one, his mother and now his Aunt. Life had never given the Parkers a break but they weren't the one's that had to live through the pain and the guilt of losing them.This one however he wasn't sure he could take, this one hit low. Lower than Uncle Ben's death lower than anyone's death had, because she wasn't here with him she wasn't sitting next to him with her arms wrapped around him in a comforting embrace. She was always with him through everything: every dentist trip, broken limbs, first day at highschool and every death and loss. She was there to share the pain make him feel loved and see the light when the universe looked darkest. She was his rock. And now she was gone.

The funeral was simple and tasteful she would have said it was a perfect send off. Pretty much the whole neighborhood showed up along with Betty, JJ and Mr Robinson. It was a challenge to fit all of the people that had turned up into the small church, there was no doubt that she was a loved person. Eulogies were read people cried and made no effort to hide it. Peter was in a trance much like at Uncle Ben's funeral, he didn't have a speech, he wasn't sure he could talk about her, tell everyone what she meant to him, what she had given to him. It wasn't until the last person stood up to talk that he listened, it was betty and she wasn't crying but the stains on her cheeks and the puffy red eyes told anyone who wasn't blind that she had been and properly will do later too.

She made her way towards the pulpit with the piece of paper in hand. It was not long by eulogy standards, she remembers going to her great uncle's funeral and her Dad's eulogy was over 6 pages long, that however is not the point. She was close to May being an orphan from the age of 6 was a hard thing to bear and no one had really helped her through it. After her parents died it was just her in an orphanage with really no one to talk to. May was her relief, she listened and was her shoulder to cry on from problems that had been bottled up for the majority of her life.

As she placed the paper down on the pulpit and looked up to the very emotional filled pews, she caught Peter's eye and began what was probably the shortest remembrance of the day.

"To say that she was one of a kind would be an understatement.

To say that she was the kindest person any of us will ever meet is a true but undeserving title of her.

To me May Parker was more just these she was the one who made me understand that a life without attachment, a life without love is a life not worth living. She taught me how to feel again to make connections to people because even if they left or broke your heart the connection and the time that you shared together would always be worth it, what ever happened in the end."

Betty looked up to see Peter shed a tear not actually crying, but a glint of reflected light gave him away enough to tell it was real.

"I loved her. She was the closest thing that I can ever remember having to a Mother. And just like she told me, I'm not going to focus on the time we didn't have and what she will miss not being here from now on, but focus on what time we did share and have solis in the fact that the time that we did have made my life a whole lot more fun.

She was the wisest woman that I will ever have the pleasure of knowing and I will never forget her."

His room was dark and closed off from the world: windows shut, curtains drawn and lights off. That is not what made his room feel void of all emotion, it was the boy that had not made a move in the last five minutes of her standing in his doorway and god knows how long he had been sitting in there. The funeral ended 4 hours ago and he was the first to leave. The wake afterwards was at the a small hotel that Flash had reserved but peter was not there. The only contact that she had with was a text asking to meet him here.

"It has been a while since I was last in here. When I moved in with Flash,10 months ago I assumed she would make this a second Kitchen or something." Peter let out a disheartened chuckle.

"She said should wouldn't touch it until she knew you were setaled. I told her that 1 month is enough time to get settled but she kept insisting that she would keep the same unless she was told she could change it." It was an conversion to avoid talking about the real subject the reason he texted her. Betty had no idea what that reason was but knew it was big if it couldn't wait until tomorrow. Peter then stood up with an envelope in hand took a couple of steps towards Betty and held out the envelope for her.

"What is it?" It was unopened but she felt the need to ask him anyway.

"No clue it's addressed to you. aunt May's lawyer gave it to me after the funeral."

"May's lawyer? why would he have something addressed to me with him?" Peter shrugged and walked over to his old desk and sat down on the chair looking at betty with a lost and hopeless look. Betty walked over to the Peter's bed and sat down on the edge of it look from the envelope in her hands to her lost friend in the chair across from her.

"I can leave if you want?" Peter's question brought a small smile to her face he way always thinking about other people's needs even in a time of hurt for him.

"No it's fine. You're probably just as curious as I am anyway." Peter noded at Betty's response, he was curious and she most likely tell him later anyway so what was the point. He didn't have the chance to respond verbally to her as she had already started to open the envelope.

It was to pieces of paper stapled together on the front was a handwritten letter in may's handwriting.

I was going to talk about this in person with you but I decided against it, you deserve a chance to think this through on your own with nobody especially me influencing your choice. The page stapled to this is the only bit of the paperwork that you need to sign so I am just going to tell you what it is and let you make your choice and remember no matter what you decide I will always be here for you.

The form attached is the last of the paperwork of an adoption. If you sign the form you will become an official Parker. Cousin to Peter officially but as I am was his legal guardian and now his next of kin you will unofficially be his sister.

You told me once that you never really had a family this is my way of saying you always will.

Betty flipped the page over and looked at the form in front of her. Everything was filled in either by May or her lawyer all she had to do was sign. She looked up to she Peter's concerned face and questioning eyes. Betty leaned over and gave him the two documents. She watched as Peter's eyes widened at the letter and then a small but sincere smile graced his lips.

"You going to sign?" Betty was stunned into silence by this she couldn't still sign it could she? May was dead.

"But May's… gone." The dejected look in Peter's eyes came back but for a second there was hope the feeling of still having a family, after losing so much, was raising Peter's spirits again.

"She signed it Betty and it was witnessed by her lawyer. So as far as I can tell as long as you sign this by the time her documents are out of escrow it should be legal." Peters lifted his head from the document his gaze met Betty's, for the first time in two weeks there was hope again.

"I am going to catch the end of the wake and thank Flash." Peter stood up to leave he got all the way to the door and then looked over his shoulder to Betty. "There's a pen on the desk." And with that he was gone. Betty didn't even have to think about it, she will be forever grateful to May for this.


End file.
